Corporate acquisition operations are an integral part of the global economic landscape, often characterized by defensive strategies implemented by target companies to protect themselves from hostile takeovers. One of the most well-known strategies is the adoption of "Poison Pills."poison pill“, o “pillola avvelenata”, una tattica che rende meno allettante o più costoso per un acquirente completare l’acquisizione.

A significant example of the use of a poison pill can be observed in the acquisition of Netflix. In late 2012, when Netflix was seen as a potential acquisition target due to its impressive growth and expanding catalog, the company's board of directors decided to adopt a poison pill as a preventive measure. This decision was made when notable investor Carl Icahn began accumulating a significant amount of the company's shares (specifically, 9.98%), raising concerns about a possible hostile takeover.

The poison pill clause adopted by Netflix was formally included in the company's shareholder protection plan, which was filed with the Securities and Exchange Commission (SEC). This plan specified the terms and conditions under which the poison pill would be triggered, clearly defining the ownership percentages that would activate the dilution of shares.

In particular, the poison pill adopted by Netflix stipulated that if an investor exceeded a certain ownership threshold (10%), the other shareholders would gain the right to purchase additional shares at a discounted price, thereby diluting the hostile investor's stake and making the acquisition more expensive and less attractive.

This tool was an effective deterrent, giving management time to continue pursuing its growth strategy without the interference of external forces.

The evolution of poison pills over the years has led to a sophistication of the techniques available to companies, allowing them to adapt to changes in the market and regulations, providing temporary protection useful for defending against unwanted acquisitions. Ultimately, poison pills continue to be a versatile and strategic means of preserving corporate independence in the face of threats from hostile takeovers, offering boards of directors a powerful negotiating tool in complex negotiations.

WA